UTC DIGITAL TECHNOLOGIES PVT LTD

GUARANTEED BUYBACK® AGREEMENT – UTCABB001

Is the Registered Trade Mark of UTC DIGITAL TECHNOLOGIES PVT LTD

This Buyback Agreement (the “Agreement”) is a legal contract that governs the UTC DIGITAL TECHNOLOGIES PVT LTD Guaranteed Buyback Plan (“Plan” or “Option”). The Agreement is between the individual who has purchased the Plan, or the individual to whom the Plan was properly transferred (“You”) and UTC DIGITAL TECHNOLOGIES PVT LTD (“UTC DIGITAL TECHNOLOGIES PVT LTD”). By purchasing this Plan through a retailer (“Retailer”), you acknowledge that this is a legal contract and you have had the opportunity to read the terms and conditions set forth in it. This Agreement, the associated online or in-store materials (“Materials”) that the Agreement is sold with, if applicable and your sales receipt comprise the entire agreement relating to the Plan.

1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings for purposes of this Agreement:
   1. PRODUCT. The consumer item covered by this Agreement.
   2. PRODUCT RETAIL PRICE. The actual cost You paid to the Retailer for the Product, but not including any additional accessories, peripherals, software or services. The Product Retail Price is net of any instant savings, but is not net of any mail-in rebates or other offers. The foregoing notwithstanding, if Your Product is a mobile phone, Your Product Retail Price is net of any instant savings except carrier discounts, but is not net of any mail-in rebates, carrier discounts or other offers.
   3. SERVICE FEE. The fee that You paid or the Manufacturer, Retailer paid for the Plan, as specified on Your receipt, the Materials, or in the online terms of sale, as applicable.
   4. EXPIRATION DATE. The last date upon which You may return the Product to UTC DIGITAL TECHNOLOGIES PVT LTD.
   5. PLAN PERIOD. The period commencing on the Effective Date of this Agreement and ending on Expiration Date (the “Plan Period”), during which the Plan can be exercised. The Plan Period is subdivided into a number of sub-periods (“Subperiods”), as described in this Agreement, on the Materials, or in the online terms of sale, as applicable.
   6. BUYBACK AMOUNT. The amount UTC DIGITAL TECHNOLOGIES PVT LTD agrees to pay You for the Product, if You exercise the Plan within the Plan Period, subject to the terms of this Agreement, such amount to be paid to you by UTC DIGITAL TECHNOLOGIES PVT LTD in the form of store credit valid at the Retailer through which You purchased Your Product and this Plan, or in the form of cash voucher issued at the time of the purchase of goods at the Retailer, or in the form of a bank transfer if no store credit or rebate program is available through the Retailer. The Buyback Amount changes based on both the Subperiod during which the Product is returned, and the condition of the Product as follows:
      1. FIRST PERIOD. The time period from the 6th month after the purchase date of the Plan to Twelve (12) months after the purchase date of the Plan. During the First Period, the Buyback Amount will be 60% of Product Retail Price, subject to the condition of the Product.
      2. SECOND PERIOD. The time period from Thirteen (13) months after the purchase date of the Plan to twenty-four (24) months after the purchase of the Plan. During the Second Period, the Buyback Amount will be 50% of the Product Retail Price, subject to the condition of the Product.
      3. THIRD PERIOD. The time period from twenty-five (25) months after the purchase date of the Plan to thirty-six (36) months after the purchase date of the Plan. During the Third Period, the Buyback Amount will be 40% of the Product Retail Price, subject to the condition of the Product.
      4. FOURTH PERIOD. The time period from thirty-seven (37) months after the purchase date of the Plan to forty-eight (48) months after the purchase date of the Plan. During the Fourth Period, the Buyback Amount will be 30% of the Product Retail Price, subject to the condition of the Product.
      5. FIFTH PERIOD. The time period from forty-nine (49) months after the purchase date of the Plan to sixty (60) months after the purchase date of the Plan. During the Fifth Period, the Buyback Amount will be 20% of the Product Retail Price, subject to the condition of the Product.
2. GRANT OF BUYBACK OPTION. UTC DIGITAL TECHNOLOGIES PVT LTD hereby grants to You an option to sell to UTC DIGITAL TECHNOLOGIES PVT LTD, and UTC DIGITAL TECHNOLOGIES PVT LTD hereby agrees to buy, the Product at a Buy back Amount according to the schedule set forth in this Agreement, on the Materials, or in the online terms of sale, as applicable, subject to the conditions set forth in this Agreement.
3. EXERCISE – WHEN YOU ARE READY TO CLAIM YOUR BUYBACK AMOUNT. You may exercise this Option by (a) notifying UTC DIGITAL TECHNOLOGIES PVT LTD through the UTC DIGITAL TECHNOLOGIES PVT LTD website at http://20.40.50.69 or by calling +91 9619697745 and (b) Post successful inspection of the product by UTC DIGITAL TECHNOLOGIES PVT LTD, during the Plan Period, provided that You are not in breach of any of the terms of this Agreement.
4. PICK-UP TERMS.
   1. UTC DIGITAL TECHNOLOGIES PVT LTDWILL PICK UP THE PRODUCT FROM YOUR DOORSTEP (within the live pin codes of operations) after receiving acknowledgement from you and successful inspection of the product to qualify for the working condition. (i) customer can notify through an interface on the UTC DIGITAL TECHNOLOGIES PVT LTD website, or (ii) by calling UTC DIGITAL TECHNOLOGIES PVT LTD number. Please allow approximately 5 days for pickup of the product. It is solely Your responsibility to request for availing the buyback option within the deadlines in this Agreement to enable pick up of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD on time.
   2. PRODUCT PACKING. Our service partners will be packing and shipping the Product in a manner that ensures that it will not be damaged during shipment and will bear all risk of loss to the Product, including damage during shipping, until the Product is actually received by UTC DIGITAL TECHNOLOGIES PVT LTD.
   3. RISK OF LOSS. The risk of loss shall pass to UTC DIGITAL TECHNOLOGIES PVT LTD upon receipt of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD.
5. TIME OF ESSENCE; FAILURE TO EXERCISE. Time is of the essence in this Agreement and is a material term of the Agreement. PRODUCT RETURNED DURING LATE FEE PERIOD. If You fail to exercise the Plan during the Plan Period, you shall have thirty (30) days from the Expiration Date to avail the buyback offer (“Late Fee Period”). If the Product is returned during the Late Fee Period, UTC DIGITAL TECHNOLOGIES PVT LTD will reduce the Buyback Amount associated with the last Subperiod by 20%, unless an exception has been granted by UTC DIGITAL TECHNOLOGIES PVT LTD in accordance with paragraph 10(h).
6. PAYMENT.
   1. PAYMENT. Payment of the Buyback Amount to You by UTC DIGITAL TECHNOLOGIES PVT LTD constitutes fulfillment of all of UTC DIGITAL TECHNOLOGIES PVT LTD’s obligations under this Agreement and terminates this Agreement.
   2. TIMING. Payment of the Buyback Amount by UTC DIGITAL TECHNOLOGIES PVT LTD shall be made within seven (7) days following receipt of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD, subject to the Acceptance Testing set forth in Paragraph
   3. Upon UTC DIGITAL TECHNOLOGIES PVT LTD’s successful completion of Acceptance Testing, all right, title and interest in Product will shift to UTC DIGITAL TECHNOLOGIES PVT LTD.
   4. SALES TAX. You are responsible for paying and accounting for any sales tax that may be applicable to You in Your home state for the sale of the Product to UTC DIGITAL TECHNOLOGIES PVT LTD. UTC DIGITAL TECHNOLOGIES PVT LTD makes no representations or warranties regarding Your possible sales tax liabilities for this transaction. All sales tax liabilities for Your sale of the Product to UTC DIGITAL TECHNOLOGIES PVT LTD are solely Your responsibility.
7. MAINTENANCE, REPAIR, NO WARRANTY, LOSS. You assume all obligations and liability with respect to the possession of the Product, and for its use, condition, and storage during the Plan Term. You will, at Your own expense, maintain the Product in good mechanical condition and running order. You agree to comply with all requirements necessary to enforce all Product warranty rights, and if Product breaks while under warranty, you agree to cause warranty issuer to perform the appropriate repairs before sending Product to UTC DIGITAL TECHNOLOGIES PVT LTD. UTC DIGITAL TECHNOLOGIES PVT LTD will not be under any liability or obligation in any manner to provide service, maintenance, repairs, or parts for the Product. At all times prior to receipt of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD, the risk of loss of the Product shall be on You. The risk of loss shall pass to UTC DIGITAL TECHNOLOGIES PVT LTD upon receipt of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD. If material loss occurs to the Product during the Plan Term, but before receipt of the Product by UTC DIGITAL TECHNOLOGIES PVT LTD, your rights under this Agreement will automatically terminate without notice.

   8. ACCEPTANCE TESTING. If You exercise the Plan in accordance with the terms of this Agreement, UTC DIGITAL TECHNOLOGIES in its sole discretion or the discretion of any of its agents reserves the right to do relevant deductions if any of the following conditions are not met: PLEASE NOTE that UTC DIGITAL TECHNOLOGIES will not make a claim on any warranty plan on Your behalf. You must make any warranty claim prior to sending the Product to UTC.

   a)     GOOD. The Product is fully functional, with normal visible wear and tear. The Product must be returned with all components, remote controller, original software, and all other accessories that originally shipped with the Product. If THE UTC DIGITAL TECHNOLOGIES PVT LTD grades the Product as Good, no adjustment will be made to the Buyback Amount.

   b)     POOR. The Product has one or more of the following issues: 1. The Product has sustained minor functional damage or product failure that can be easily repaired; 2. One or more of the Product’s minor components, peripherals, or accessories is missing or damaged but can be easily repaired or replaced; 3. The Product has more than normal visible wear and tear, including, but not limited to, cracks, dents, scratches, dirt and user-added stickers. If THE UTC DIGITAL TECHNOLOGIES PVT LTD grades the Product as Poor, the Buyback Amount will be adjusted down by 50%.

   c)     SUBSTANTIALLY IMPAIRED. The Product has one or more of the following issues: 1. The Product has functional damage or product failure that affects its ability to perform its function or impairs its use and cannot be easily repaired; 2. One or more of the Product’s components, peripherals, or accessories is missing or damaged and cannot be easily repaired or replaced; 3. The Product has been recalled by its manufacturer and has not been repaired or replaced prior to sending it to UTC DIGITAL TECHNOLOGIES PVT LTD. All damage described above must be repaired either under warranty, or at Your own cost before sending the Product to UTC DIGITAL TECHNOLOGIES PVT LTD. The Product will not be accepted in Substantially Impaired condition and UTC DIGITAL TECHNOLOGIES PVT LTD will retain the Service Fee You paid. If the Product is considered to be Substantially Impaired, the Product will be considered Rejected Product as provided in Paragraph 9.

   d)

   Remote Category	Price
   AC Remote	400/-
   Normal TV Remote	400/-
   Smart Remote	1500/-

   The price mentioned in the aforementioned table will be deducted if the Customer doesn’t submit the  working Remote to Digi2L when opting for ABB Redemption. The deductions will only be made  from the Guaranteed Buyback Price which is to be offered to the customer based on the Terms and Conditions.

   Eg: if customer is supposed to received 50% of the Invoice Price (after Quality Check) for its Normal TV and is not able to submit the working remote the price offered will be as follows: 50% of invoice – 400/-

   9. REJECTED PRODUCT. If the Product is considered to be a Rejected Product, the Plan will be terminated with no refund of Your Service Fee or payment of the Buyback Amount, and you will be notified at your site at the time of inspection and you will receive an e-mail notification regarding the same.

8. OTHER TERMS AND CONDITIONS.
   1. PRODUCT PURCHASED CONCURENTLY OR PREVIOUSLY. You warrant that You are the legal and beneficial owner of the Product as of the Effective Date of this Agreement. You further warrant that You have purchased the Product previously or concurrently with this Plan, and agree that the terms of this Agreement cover only the Product and NOT any similar or alternative Product except as specified in Paragraph 10(i). UTC DIGITAL TECHNOLOGIES PVT LTD reserves the right to terminate the Plan for individuals who have not purchased the Product before entering into this Agreement.
   2. PURCHASER RECORDS. You may be asked to provide information from either your sales receipt or the Materials, if applicable, as a condition for receiving service under the Plan. YOUR ORIGINAL SALES INVOICE AND MATERIALS, IF APPLICABLE, SHOULD BE KEPT WITH THIS AGREEMENT IN A SAFE PLACE.
   3. TECHNICAL SPECIFICATIONS. In order for the Buyback Amount to be valid and effective, the actual technical specifications of the Product must match the technical specifications, including the serial number (“Technical Specifications”) of the Product you purchased for this Plan, except as specified in 10(i). In cases where the actual specifications of the Product You return to THE UTC DIGITAL TECHNOLOGIES PVT LTD do not match the specifications of the Product covered by the Plan, we may ask you to provide an original sales receipt, and if the sales receipt cannot be produced or does not match with the Product in question, the Product will be considered a Rejected Product, as provided in Paragraph 9.
   4. USER DATA, MEMORY, CONFIDENTIAL INFORMATION. You hereby agree to remove all personal, confidential, trade secret and/or proprietary information from the Product prior to returning the Product to UTC DIGITAL TECHNOLOGIES PVT LTD. By exercising the Plan, you further agree to hold THE UTC DIGITAL TECHNOLOGIES PVT LTD and its agents, distributors and re-sellers harmless for any dissemination of such information through the resale of the Product.
   5. LIMITATION ON PLAN ELIGIBILITY. Only products used in a domestic / residential premise are eligible to be covered under the buyback guarantee. A Plan will be considered Active at all times between its Effective Date and the last day of its Late Fee Period or until the Plan is exercised.
   6. NO SUPPLY OR SELECTION BY UTC DIGITAL TECHNOLOGIES PVT LTD. You acknowledge that THE UTC DIGITAL TECHNOLOGIES PVT LTD did not select, manufacture or supply any Products to You and that You have made the selection of the Product based upon Your own judgment and expressly disclaim any possible reliance upon any statements made by UTC DIGITAL TECHNOLOGIES PVT LTD or its agents, other than the terms of this Agreement
   7. INTELLECTUAL PROPERTY. UTC DIGITAL TECHNOLOGIES PVT LTD’s pricing methodology and the information contained on its website is trade secret, proprietary and any attempt to improperly obtain that information will cause the Plan to be terminated at UTC DIGITAL TECHNOLOGIES PVT LTD’s sole discretion and may subject You to monetary damages and civil liability. Any unauthorized use of the THE UTC DIGITAL TECHNOLOGIES PVT LTD website, including but not limited to, data mining, scraping, spidering, robot ting, using automated means to access UTC DIGITAL TECHNOLOGIES PVT LTD’s website for any purpose, transferring of any viruses, Trojan horses, worms, or any other computer programming routines that may damage, harm, interfere or expropriate any of UTC DIGITAL TECHNOLOGIES PVT LTD’s website systems, programs, content, information or application will cause the Plan to be terminated at UTC DIGITAL TECHNOLOGIES PVT LTD’S discretion, and may subject You to monetary damages and civil liability.
   8. EXEMPTION FROM EXPIRATION DATE. You may qualify for an exemption from the Expiration Date and/or Late Fee Period if the Product is being repaired or replaced by a warranty provider or through a recall process by a manufacturer during the Expiration Date. To qualify for this exemption, you must complete all of the following:
      1. Notify UTC DIGITAL TECHNOLOGIES PVT LTD that the Product is being repaired under warranty or has been recalled by its manufacturer, by e-mail at [email protected] or registered Mail at UTC DIGITAL TECHNOLOGIES PVT LTD Customer Support, or +91 9619697745, within three (3) days of warranty repair and before the Expiration Date; and
      2. Include at the time of return of the Product to UTC DIGITAL TECHNOLOGIES PVT LTD the paperwork on either (I) the warranty returns from the warranty issuer or (II) the recall from the manufacturer, which identifies the date You sent or delivered the Product to the warranty issuer or manufacturer and the date You received the repaired Product from the warranty issuer or manufacturer.
      3. EXEMPTION FROM TECHNICAL SPECIFICATIONS. You may also qualify for an exemption from the Technical Specification requirements in Paragraph 10(c) if the Product is replaced by a warranty provider or through a recall process by a manufacturer. To qualify for this exemption, you must complete all of the following:
      4. Notify UTC DIGITAL TECHNOLOGIES PVT LTD by e-mail at [email protected] or +91 9619697745 of the change in serial numbers within ten (10) days of receiving the replacement Product; and
      5. Include the original paperwork for the warranty replacement or recall replacement from the warranty issuer/manufacturer from the warranty issuer clearly identifying the old serial number of the Product and the new serial number of the Product with the shipment of the Product to UTC DIGITAL TECHNOLOGIES PVT LTD.
   9. TRANSFERRABILITY. You may transfer this Plan to an eligible party to whom You sell or give the covered Product while this Plan is in force by notifying UTC DIGITAL TECHNOLOGIES PVT LTD through an interface on UTC DIGITAL TECHNOLOGIES PVT LTD’s website of the email address of the new owner. An additional fee of INR 1000/- to UTC DIGITAL TECHNOLOGIES PVT LTD shall apply when transferring ownership. Ownership can only be transferred to a user in residential / domestic premise.
   10. BUYBACK AMOUNT CHANGES. Any percentage change in the Buyback Amount shall be a change based on the entire Buyback Amount, exclusive of any other or prior change.
   11. PLAN ADMINISTRATION. Your rights under these terms and conditions, including, without limitation, the payment of any Buyback Amount, are expressly contingent upon your full compliance with each of the requirements set forth in this Agreement. All eligibility and other matters relating to your purchase or use of this Plan will be determined by UTC DIGITAL TECHNOLOGIES PVT LTD, in its sole discretion, and each such determination will be binding on you.
9. MISCELLANEOUS.
   1. GOVERNING LAW. AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN, AND SHALL BE CONSTRUED PURSUANT TO, THE LAWS OF MUMBAI CITY.
   2. INTERPRETATION. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid or unenforceable to any extent under MUMBAI CITY law, and the extent of such invalidity or unenforceability does not destroy the basis for the bargain between the parties as expressed herein, then
      (i) such provision shall be deemed severed from this Agreement with respect to such circumstance, without invalidating the remainder of this Agreement or the application of such provision to other circumstances, and (ii) a new valid and enforceable provision, which accomplishes the intent of the parties hereto as evidenced by the provisions so severed, shall be deemed substituted in lieu of the invalid or unenforceable provision.
   3. WAIVER. No action or lack of action by UTC DIGITAL TECHNOLOGIES PVT LTD shall be deemed or construed as a waiver of any provision of this Agreement. No waiver of any provision of this Agreement shall constitute or be deemed a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless it is executed in writing by the party making the waiver.
   4. HEADINGS. Any headings used in this Agreement are for reference purposes only and are not to be used to construe or limit the meaning of any provision.
   5. DISPUTE RESOLUTION AND INDEPENDENT ARBITRATION. MOST OF YOUR CONCERNS CAN BE RESOLVED THROUGH UTC DIGITAL TECHNOLOGIES PVT LTDCUSTOMER SERVICE. IF, HOWEVER, YOU HAVE AN ISSUE THAT CANNOT BE RESOLVED WITHOUT THIRD-PARTY INTERVENTION, YOU AND UTC DIGITAL TECHNOLOGIES PVT LTDAGREE THAT ANY DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS AGR EEMENT OR ANY RESULTING TRANSACTION SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION BEFORE THE BETTER BUSINESS BUREAU, UNLESS THE PARTIES MU TUALLY AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN AWARD IN ACCORDANCE WITH SUBSTANTIVE MUMBAI CITY LAW. THIS MEANS THAT ALL SUCH CUSTOMER DISPUTES (EXCEPT PERHAPS CERTAIN SMALL CLAIMS) WILL BE RESOLVED THROUGH ARBITRATION, NOT WITH A JUDGE OR JURY. JUDGMENT UPON THE AWARD OF ARBITRATOR(S) MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION. INTERPRETATION OF THIS AGREEMENT TO ARBITRATE SHALL BE GOVERNED BY THE ARBITRATION ACT.
   6. LEGAL FEES. If any legal action or proceeding arises out of or relating to this Agreement, the prevailing party will be entitled to receive from the other party, in addition to any other relief that may granted, the reasonable attorneys’ fees, costs, and expenses incurred in the action or proceeding by the prevailing party.
   7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UTC DIGITAL TECHNOLOGIES PVT LTD’S TOTAL LIABILITY (WHET HER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY), OR OTHERWISE), ARISING OUT OF OR RELATING TO THE GUARANTEED BUYBACK PLAN OR ANY OTHER PRODUCTS, SERVICES OR OTHER ITEMS FURNISHED BY UTC DIGITAL TECHNOLOGIES PVT LTDUNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE BUYBACK AMOUNT PAYABLE BY UTC DIGITAL TECHNOLOGIES PVT LTDTO YOU FOR THE PRODUCT GIVING RISE TO THE CLAIM.
   8. AMENDMENT. UTC DIGITAL TECHNOLOGIES PVT LTD may modify any immaterial terms or conditions of this Agreement upon written notice to You. Any material terms or conditions of this Agreement may be amended only upon written agreement of the parties.